HealthEquity, Inc. (HQY) Earnings Call Transcript & Summary

Hello, and welcome to the 2023 HealthEquity Annual Meeting of Stockholders. Please note that this meeting is being recorded. [Operator Instructions].

Good morning, ladies and gentlemen, and welcome to the 2023 Annual Meeting of Stockholders of HealthEquity, Inc. I am Robert Selander, Chairman of the Board of Directors of the corporation, and I will be presiding over this meeting. At this time, I call the meeting to order. Copies of the agenda and rules of conduct are available to you through our virtual meeting portal. Before proceeding to the business of the meeting, I would like to recognize the other members of the Board of Directors who are joining us virtually today. Also joining us today is Del Ladd, our General Counsel and Corporate Secretary. Mr. Ladd will act as Secretary of the meeting. Representatives from PricewaterhouseCoopers LLP, the corporation's independent auditor, are also joining virtually. David Carey of American Stock Transfer & Trust Company will act as the Inspector of Election for this meeting. Virtual meeting portal includes a link to the rules of conduct for this meeting. In order to conduct an orderly meeting, we ask that participants follow these rules. Because this meeting is being held virtually, all questions must be submitted in writing through the messaging tool in the meeting portal. As noted in the notice of availability previously given to you, record date for voting at this meeting was the close of business on April 28, 2023. A list of stockholders on the record date is available for your review. The secretary has received an affidavit of mailing to show that notice of this meeting was given. A copy of both the notice and the affidavit will be incorporated into the minutes of this meeting. The secretary will now report on the existence of a quorum for the meeting.

The stockholder list shows that holders of 85,470,082 shares of common stock of the corporation are entitled to vote at this meeting. We are informed by the inspector of elections that they are represented in person or by proxy, 80,466,271 shares of common stock or approximately 94.2% of all shares entitled to vote at this meeting.

Based upon the percentage of the total shares of the corporation held by holders of record now present at the meeting, either in person or by proxy, a quorum is present. This meeting is now duly convened for the purposes of transacting business properly before it. Time is 10:03 a.m. Mountain Daylight Time, and I declare the polls now open for each matter to be voted on today, June 22, 2023. Please do not fill out a ballot unless you have not previously voted or you want to change your proxy vote. Polls will close after the description of each of the proposals. I will now describe each of the proposals. The first item of business today is the election of directors. 11 directors are to be elected today. Those nominees receiving a majority of the votes of shares present in person or by proxy at this meeting will be elected as directors. Directors elected today will hold office until the 2024 Annual Meeting of Stockholders or until their successors are duly elected and qualified. The nominees are listed in your proxy materials and on the agenda. Board of Directors of the corporation recommends a vote for the election of each of the nominees identified in the proxy statement filed by the corporation on May 12, 2023. As a reminder, the corporation has an advanced notice provision in its bylaws. Accordingly, all nominations are closed. We'll now move to proposal 2. Next item of business today is the ratification of the appointment of PricewaterhouseCoopers LLP as the corporation's independent registered public accounting firm for the fiscal year ending January 31, 2024. The Board of Directors recommends voting for the ratification of the appointment of PricewaterhouseCoopers LLP as the corporation's independent registered public accounting firm for the fiscal year ending January 31, 2024. Next item of business today is the approval of, on a nonbinding advisory basis, the fiscal year 2023 compensation paid to the corporation's named executive officers. Board of Directors recommends voting for the approval on a nonbinding advisory basis of the fiscal year 2023 compensation paid to the corporation's named executive officers. The final item of business today is the approval, on a nonbinding advisory basis, the frequency of which the corporation should conduct a nonbinding advisory vote on the compensation of its named executive officers, such as our proposal 3 today. Board of Directors recommends 1 year for the frequency of future nonbinding advisory votes on the compensation of the corporation's named executive officers. As there is no further business on the agenda to come before this meeting, we'll move on to voting. [Voting]

I declare the polls now closed at 10:06 a.m. Mountain Daylight Time today, June 22, 2023, and I ask that the inspector of elections collect and tabulate the ballots. Will the Secretary, please report on the preliminary results of voting?

Thank you. The Inspector of Elections has informed us that the ballots have been tabulated on a preliminary basis and that the preliminary results indicate that the following nominees for Director have been duly elected: Robert Selander, Jon Kessler, Stephen Neeleman, M.D., Paul Black, Frank Corvino, Adrian Dillon, Evelyn Dilsaver, Debra McCowan, Rajesh Natarajan, Stuart Parker and Gayle Wellborn. In addition, the preliminary results indicate that a majority of the shares of common stock present in person or by proxy have voted for the ratification of the appointment of PricewaterhouseCoopers LLP as the corporation's independent registered public accounting firm for the fiscal year ending January 31, 2024. Accordingly, the appointment of PricewaterhouseCoopers LLP as the corporation's independent registered public accounting firm for the fiscal year ending January 31, 2024, has been ratified. In addition, the preliminary results indicate that a majority of the shares of common stock present in person or by proxy have voted for the approval, on a nonbinding advisory basis, the fiscal year 2023 compensation paid to the corporation's named executive officers. Finally, the preliminary results indicate that a majority of shares of common stock present in person or by proxy have voted on a nonbinding advisory basis for 1 year for the frequency of future nonbinding advisory votes and the compensation of the corporation's named executive officers. Accordingly, future nonbinding advisory votes on the compensation of the corporation's named executive officers will be held annually. The official results of this year's voting will be reflected in the Form 8-K to be filed with the Securities and Exchange Commission within 4 business days of this meeting.

With no official -- with no other official business to come before the meeting, I declare the meeting to be officially adjourned at 10:09 a.m. Mountain Daylight Time, June 22, 2023. This concludes the formal business of the meeting, and we will now address any questions. [Operator Instructions]. Jon Kessler will address any questions that are germane to the business of the corporation. Will the Secretary please report if any questions have been submitted through the meeting portal?

Chairman, it appears we do not have any questions from stockholders at this time.

Our program for the day has concluded. Thank you all for attending today's meeting and for your continuing support of HealthEquity.